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Vp plc, as the offeree, filed a Form 8 (OPD) Public Opening Position Disclosure on 11 May 2022, reporting no interests or short positions in its own ordinary shares. The disclosure detailed positions of directors acting in concert, including Jeremy Pilkington holding 20,210,631 ordinary shares (50.33%), Neil Stothard holding 858,993 ordinary shares (2.13%), and Allison Bainbridge holding 141,078 ordinary shares (0.35%). These directors also held various outstanding awards and options over Vp plc ordinary shares.
| Date | 11 May 2022 |
| Time | 17:12:33 |
| Category | Holding(s) in company |
| ID | 1716L |
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Full name of discloser: |
Vp plc |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
N/A |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
Vp plc |
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(d) Is the discloser the offeror or the offeree? |
OFFEREE |
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(e) Date position held: The latest practicable date prior to the disclosure |
11 May 2022 |
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
N/A
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security:
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Ordinary shares of 5p each |
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Interests |
Short positions |
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Number |
% |
Number |
% |
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(1) Relevant securities owned and/or controlled: |
Nil |
- |
Nil |
- |
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(2) Cash-settled derivatives:
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Nil |
- |
Nil |
- |
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
Nil |
- |
Nil |
- |
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TOTAL: |
Nil |
- |
Nil |
- |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
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Class of relevant security in relation to which subscription right exists: |
Nil |
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Details, including nature of the rights concerned and relevant percentages: |
Nil |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
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Vp plc directors
The following directors of Vp plc have the interests in Vp plc ordinary shares set out below:
* Jeremy Pilkington is a director of Ackers P Investment Company Limited and is interested in shares owned by Ackers P Investment Company Limited. This company is ultimately controlled by a number of trusts of which, for the purposes of sections 252 to 255 of the Companies Act 2006, Jeremy Pilkington is deemed to be a connected person. As at 11 May 2022 Ackers P Investment Company Limited owned 20,181,411 ordinary shares representing 50.26% of the issued share capital of Vp plc. Seperately to Ackers P Investment Company Limited, Jeremy Pilkington has an interest in 29,220 ordinary shares representing 0.07% of the issued share capital of Vp plc.
(b) The following directors of Vp plc have the interests in outstanding awards and options over Vp plc ordinary shares set out below:
Long Term Incentive Plan
Savings-Related Option Scheme
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
11 May 2022 |
Contact name: |
Allison Bainbridge, Group Finance Director |
Telephone number: |
+44 (0)1423 533 445 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.